EXHIBIT 99.3

                            WEBFINANCIAL CORPORATION


                                             __________, 2003

Dear Security Holders:

            This notice is being  distributed by WebFinancial  Corporation  (the
"Company")  to all  holders of record of shares of its common  stock,  par value
$0.001 per share (the  "Common  Stock"),  at the close of business on  ________,
2003 (the "Record Date"), in connection with a distribution in a rights offering
(the "Rights Offering") of  non-transferable  subscription rights (the "Rights")
to  subscribe  for and  purchase  shares of its  Common  Stock.  The  Rights are
described in the Company's Prospectus dated __________, 2003 (the "Prospectus").

            In the Rights  Offering,  the Company is offering  an  aggregate  of
_______ shares of Common Stock (the  "Underlying  Shares"),  as described in the
Prospectus.

            The Rights will expire,  if not  exercised,  at 5:00 p.m.,  New York
City time, on  _______________,  2003, unless extended in the sole discretion of
the Company (as it may be extended, the "Expiration Date").

            As described in the Prospectus,  you will receive one Right for each
share of Common  Stock  owned of record at the close of  business  on the Record
Date.

            Each Right  allows you to  subscribe  for ___ shares of Common Stock
(the "Basic Subscription  Privilege") at the cash price of $_____ per share (the
"Subscription Price").

            In  addition,  each  holder  of Rights  who  exercises  their  Basic
Subscription   Privilege   in  full  will  be   eligible   to   subscribe   (the
"Over-Subscription  Privilege") at the  Subscription  Price for shares of Common
Stock that are not  otherwise  purchased  pursuant to the  exercise of Rights by
other  holders of Rights  under the Basic  Subscription  Privilege  (the "Excess
Shares"),  subject to availability and pro-ration as described below.  Shares of
Common Stock will be available  for purchase  pursuant to the  Over-Subscription
Privilege only to the extent that any  Underlying  Shares are not subscribed for
pursuant to the Basic  Subscription  Privilege.  If there are not enough  Excess
Shares to satisfy all subscriptions made under the Over-Subscription  Privilege,
the Company will allocate the remaining  Excess Shares pro-rata  (subject to the
elimination of fractional shares) among those Rights holders who exercised their
Over-Subscription  Privileges,  in proportion to the number of Underlying Shares
each beneficial holder exercising the Over-Subscription  Privilege has purchased
pursuant to the Basic Subscription  Privilege;  provided,  however, that if such
pro-rata  allocation  results in any Rights  holder  being  allocated  a greater
number of Excess Shares than such holder subscribed for pursuant to the exercise
of such holder's Over-Subscription Privilege, then such holder will be allocated
only  such  number  of  Excess  Shares  as such  holder  subscribed  for and the
remaining Excess Shares will be allocated among all other holders exercising the
Over-Subscription  Privilege on the same pro-rata  basis  outlined  above.  Such
pro-ration  will be repeated  until all Excess Shares have been allocated to the
full extent of the Over-Subscription  Privilege. See "The Offering--Subscription
Rights--Over-Subscription  Privilege" in the Prospectus.  Also,  pursuant to the







terms of the Company's  charter, a holder will not be allowed to subscribe for a
number of shares that would  increase such  holder's  ownership of the Company's
shares of common stock to 4.9% or above of the Company's then outstanding shares
of common stock, unless such holder already owned at least 5.0% of the Company's
outstanding common stock on the date such restriction became effective.

            The Rights are  evidenced by  non-transferable  Rights  certificates
(the  "Rights  Certificates")  and will  cease to have any value at the close of
business on the Expiration Date.

            Enclosed are copies of the following documents:

1.          Prospectus;

2.          Rights Certificate;

3.          Instructions as to Use of Rights Certificates;

4.          Notice of Guaranteed Delivery for Rights Certificates;

5.          Substitute  Form W-9  (including  Guidelines  for  Certification  of
            Taxpayer Identification Number on Substitute Form W-9); and

6.          A return envelope  addressed to  ________________,  the Subscription
            Agent.

            Your prompt  action is  requested.  To exercise  Rights,  you should
properly  complete and sign the Rights  Certificate (or the Notice of Guaranteed
Delivery if you are following the Guaranteed  Delivery  Procedures)  and forward
it,  with  payment  of the  Subscription  Price in full for each share of Common
Stock  subscribed  for  pursuant  to the Basic  Subscription  Privilege  and the
Over-Subscription  Privilege,  to the  Subscription  Agent,  as indicated in the
Prospectus. The Subscription Agent must receive the Rights Certificate or Notice
of Guaranteed Delivery with payment of the Subscription  Price,  including final
clearance  of any  checks,  prior to 5:00  p.m.,  New  York  City  time,  on the
Expiration Date.  FAILURE TO RETURN THE PROPERLY  COMPLETED  RIGHTS  CERTIFICATE
WITH THE CORRECT  PAYMENT  WILL  RESULT IN YOUR NOT BEING ABLE TO EXERCISE  YOUR
RIGHTS.  A Rights holder  cannot  revoke the exercise of its Rights.  Rights not
exercised prior to the Expiration Date will expire.

            Additional  copies  of the  enclosed  materials  and  assistance  or
information may be obtained from the Information Agent, at ______________.

                                         Very truly yours,



                                         WEBFINANCIAL CORPORATION

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